Filed Pursuant to Rule 424(b)(4)

Registration No. 333-291410

PROSPECTUS

UP TO 68,696,076 ORDINARY SHARES

OF

BRAIIN LIMITED

This prospectus relates to the registration of the resale of up to 68,696,076 ordinary shares (the “ordinary shares”) by our shareholders identified in this prospectus (the “Registered Shareholders”). Unlike an initial public offering, the resale by the Registered Shareholders is not being underwritten on a firm-commitment basis by any investment bank. The Registered Shareholders may, or may not, elect to sell their ordinary shares covered by this prospectus, as and to the extent they may determine. If the Registered Shareholders utilize a broker-dealer in the sale of the ordinary shares being offered by this prospectus on the Nasdaq Global Market (the “Primary Exchange”), such broker-dealer may receive commissions in the form of discounts, concessions, or commissions which may be in excess of those customary in the types of transactions involved. See “Plan of Distribution.” If the Registered Shareholders choose to sell their ordinary shares, we will not receive any proceeds from the sale of ordinary shares by the Registered Shareholders.

No public market for our ordinary shares currently exists, and our ordinary shares have a limited history of trading in private transactions. Recent purchase prices of our ordinary shares in private transactions may have little or no relation to the opening public price of our ordinary shares on the Primary Exchange or the subsequent trading price of our ordinary shares on the Primary Exchange. We have sold ordinary shares in private transactions for a price of $40.68 per share. See “Sale Price History of Our Capital Stock” below. Further, the listing of our ordinary shares on the Primary Exchange, without a firm-commitment underwritten offering, is a novel method for commencing public trading in ordinary shares, and consequently, the trading volume and price of ordinary shares may be more volatile than if ordinary shares were initially listed in connection with an initial public offering underwritten on a firm-commitment basis.

On the day that our ordinary shares are initially listed on the Primary Exchange, the Primary Exchange will begin accepting, but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price (as defined below) on the basis of such accepted orders. The Current Reference Price is calculated each second and, during a 10-minute “Display Only” period, is disseminated, along with other indicative imbalance information, to market participants by the Primary Exchange on its NOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which Maxim Group LLC (the “Advisor” or “Maxim”), in its capacity as our financial advisor, must notify the Primary Exchange that our shares are “ready to trade.” Once the Advisor has notified the Primary Exchange that our ordinary shares are ready to trade, the Primary Exchange will confirm the Current Reference Price for our ordinary shares, in accordance with the Primary Exchange rules. If the Advisor then approves proceeding at the Current Reference Price, the applicable orders that have been entered will be executed at such price and regular trading of our ordinary shares on the Primary Exchange will commence, subject to the Primary Exchange conducting validation checks in accordance with the Primary Exchange rules. Under the Primary Exchange rules, the “Current Reference Price” means: (i) the single price at which the maximum number of orders to buy or sell can be matched; (ii) if there is more than one price at which the maximum number of orders to buy or sell can be matched, then it is the price that minimizes the imbalance between orders to buy or sell (i.e. minimizes the number of shares that would remain unmatched at such price); (iii) if more than one price exists under (ii), then it is the entered price (i.e. the specified price entered in an order by a customer to buy or sell) at which our ordinary shares will remain unmatched (i.e. will not be bought or sold); and (iv) if more than one price exists under (iii), a price determined by the Primary Exchange in consultation with the Advisor in its capacity as our financial advisor. In the event that more than one price exists under (iii), the Advisor will exercise any consultation rights only to the extent that it can do so consistent with the anti-manipulation provisions of the federal securities laws, including Regulation M, or applicable relief granted thereunder. The Registered Shareholders will not be involved in the Primary Exchange’s price-setting mechanism, including any decision to delay or proceed with trading, nor will they control or influence the Advisor in carrying out its role as a financial adviser. The Advisor will determine when our ordinary shares are ready to trade and approve proceeding at the Current Reference Price primarily based on considerations of volume, timing and price. In particular, the Advisor will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. For more information, see “Plan of Distribution.”

We are considered a “controlled company” within the meaning of the Primary Exchange’s corporate governance rules because Mr. Balasubramanian, our Founder and Chief Executive Officer, controls approximately 61% of our combined voting power. As a result of Mr. Balasubramanian’s voting control, Mr. Balasubramanian will effectively be able to determine the outcome of all matters requiring shareholder approval, including the election and removal of directors, mergers and acquisitions, payment of dividends and other matters of corporate or management policy.  As a controlled company, we are permitted to elect not to comply with certain corporate governance requirements of the Primary Exchange, including the requirements that our board of directors be comprised of a majority of independent directors and that we establish fully independent compensation and nominating and corporate governance committees. While we qualify for these exemptions, we do not currently intend to rely on any exemptions. Accordingly, although we are a controlled company, we believe our governance structure will provide shareholders with meaningful independent oversight while allowing us to retain the stability and long-term vision associated with founder leadership.

We expect to remain a controlled company until Mr. Balasubramanian no longer controls more than 50% of our combined voting power.

We have applied to list our ordinary shares on the Primary Exchange under the symbol “BRAI.” We expect our ordinary shares to begin trading on the Primary Exchange on or about February 5, 2026.

We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply with reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

Investing in our ordinary shares involves risks. See the “Risk Factors” section beginning on page 26 for risks you should consider before investing in our ordinary shares.

Neither the Securities and Exchange Commission nor any state securities commission has approved, or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated February 2, 2026

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission (the “SEC”). Neither we nor any of the Registered Shareholders have authorized anyone to provide any information different from, or in addition to, the information contained in this prospectus and in any free writing prospectuses we have prepared. Neither we nor any of the Registered Shareholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Registered Shareholders are offering to sell, and seeking offers to buy, shares of their ordinary shares only under the circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sale of our ordinary shares. Our business, financial condition, results of operations and prospects may have changed since such date.

Through and including March 2, 2026 (approximately the 25^th day after the listing date of our ordinary shares), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.

For investors outside the United States: Neither we nor any of the Registered Shareholders have done anything that would permit the use of or possession or distribution of this prospectus or any related free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our ordinary shares by the Registered Shareholders and the distribution of this prospectus outside the United States.

ABOUT THIS PROSPECTUS

This prospectus is a part of a registration statement on Form F-1 that we filed with the Securities and Exchange Commission (the “SEC”), using a “shelf” registration or continuous offering process. Under this process, the Registered Shareholders may, from time to time, sell the ordinary shares covered by this prospectus in the manner described in the section titled “Plan of Distribution.” Additionally, we may provide a prospectus supplement to add information to, or update or change information contained in, this prospectus, including the section titled “Plan of Distribution”. You may obtain this information without charge by following the instructions under the “Where You Can Find Additional Information” section of this prospectus. You should read this prospectus and any prospectus supplement before deciding to invest in our ordinary shares.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed or will be filed as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described under “Where You Can Find Additional Information.”

RISK FACTORS

An investment in our ordinary shares involves a high degree of risk. You should carefully consider the following risks and uncertainties, together with all of the other information contained in this prospectus, including our financial statements and related notes appearing elsewhere in this prospectus, before deciding whether to invest in our ordinary shares. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on our business, reputation, revenue, financial condition, results of operations and future prospects, in which event you could lose all or part of your investment. The risks and uncertainties described below are not intended to be exhaustive and are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. This prospectus also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including those described below.

Risks Relating to Braiin’s Business and Industry

If Braiin does not effectively manage its growth and the associated demands on its operational, risk management, sales and marketing, technology, compliance and finance and accounting resources, its business may be adversely impacted.

Braiin will experience recent significant growth through its acquisition of Connect Simple, VIS Networks and Vega. These acquisitions make Braiin’s business more complex by expanding the services it offers. To effectively manage and capitalize on Braiin’s growth, it must continue to expand its information technology and financial, operating, and administrative systems and controls, and continue to manage headcount, capital, and processes efficiently. Braiin’s continued growth could strain its existing resources, and it could experience ongoing operating difficulties in managing its business as it expands across numerous jurisdictions, including difficulties in hiring, training, and managing an employee base. Failure to scale and preserve Braiin’s company culture with growth could harm its future success, including its ability to retain and recruit personnel and to effectively focus on and pursue its corporate objectives. If Braiin does not adapt to meet these evolving challenges, or if its management team does not effectively scale with its growth, Braiin may experience erosion to its brand, the quality of its products and services may suffer, and its company culture may be harmed. Moreover, the failure of Braiin systems and processes could undermine its ability to provide accurate, timely, and reliable reports on its financial and operating results, including the financial statements provided herein, and could impact the effectiveness of its internal controls over financial reporting. In addition, Braiin’s systems and processes may not prevent or detect all errors, omissions, or fraud, though Braiin has experienced no such material errors, omissions or fraud in the past. For example, Braiin’s employees may fail to identify transaction errors or fraudulent information provided by its customers. Any of the foregoing operational failures could lead to noncompliance with laws, loss of operating licenses or other authorizations, or loss of relationships that could substantially impair or even suspend company operations.

Braiin intends to continue to develop its technology. Successful implementation of this strategy may require significant expenditures before any substantial associated revenue is generated and Braiin cannot guarantee that these increased investments will result in corresponding and offsetting revenue growth. Braiin’s growth may not be sustainable and depends on its ability to retain existing customers, attract new customers, expand product offerings, and increase processed volumes and revenue from both new and existing customers.

A customer’s use of Braiin’s services may decrease for a variety of reasons, including the customer’s level of satisfaction with its products and services, the expansion of business to offer new products and services, the effectiveness of its support services, the pricing of its products and services, the pricing, range and quality of competing products or services, the effects of global economic conditions, regulatory limitations, trust, or perception and interest in our products and services. Furthermore, the complexity and costs associated with switching to a competitor may not be significant enough to prevent a customer from switching service providers, especially for larger customers.

Any failure by Braiin to retain existing customers, attract new customers, and increase revenue from both new and existing customers could materially and adversely affect its business, financial condition, results of operations and prospects. These efforts may require substantial financial expenditures, commitments of resources, developments of Braiin’s processes, and other investments and innovations.

Braiin has identified internal control deficiencies which result in material weaknesses in its internal control over financial reporting which, if not corrected, could affect the reliability of Braiin’s consolidated financial statements, and have other adverse consequences.

Braiin has identified internal control deficiencies which result in material weaknesses in its internal control over financial reporting which, if not corrected, could affect the reliability of Braiin’s consolidated financial statements, and have other adverse consequences. A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of Braiin’s consolidated financial statements would not be prevented or detected on a timely basis.

Specifically, we have identified two material weaknesses being:

The identified material weaknesses, if not corrected, could result in a material misstatement to Braiin’s consolidated financial statements that may not be prevented or detected. Given that Braiin operated as a private company prior to the Direct Listing, it did not have the necessary formalized processes to effectively implement review controls within its internal control over financial reporting. If we fail to remediate the material weaknesses or experience additional material weaknesses in the future or fail to otherwise maintain effective financial reporting systems and processes, we may be unable to accurately and timely report our financial results or comply with the requirements of being a public company, which could cause investors to lose confidence in our financial information and the price of our common shares could decline. We cannot assure you that the measures we have taken to date, and are continuing to implement, will be sufficient to remediate the material weaknesses. Moreover, we cannot be certain that we will not in the future have additional material weaknesses in our internal control over financial reporting, or that we will successfully remediate any that we find. See “Internal Control over Financial Reporting” below for additional information.

The material weaknesses did not result in a material misstatement of Braiin’s consolidated financial statements.

We will be required pursuant to Section 404 of the Sarbanes-Oxley Act, as amended, or Section 404, to maintain internal control over financial reporting and to assess and report on the effectiveness of those controls. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Although we prepare our financial statements in accordance with the International Financial Reporting Standards, our internal accounting controls may not meet all standards applicable to companies with publicly traded securities. If we fail to implement any required improvements to our internal control over financial reporting or disclosure controls and procedures, we may be obligated to report control deficiencies, in which case we could become subject to regulatory sanction or investigation. Further, such an outcome could damage investor confidence in the accuracy and reliability of our financial statements, which may adversely affect the value of our ordinary shares.

Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations.

Braiin’s future growth depends significantly on its marketing efforts, and if its marketing efforts are not successful, its business and results of operations will be harmed.

Braiin has dedicated some, and intends to significantly increase, resources to marketing efforts. Braiin’s ability to attract and retain customers depends in large part on the success of these marketing efforts and the success of the marketing channels it uses to promote its products and services. Braiin’s marketing channels include, but are not limited to, social media, traditional media such as the press, online affiliations, search engine optimization, search engine marketing, and offline partnerships.

While Braiin’s goal remains to increase the strength, recognition and trust in its brand by increasing its customer base and expanding its products and services, if any of its current marketing channels becomes less effective, if Braiin is unable to continue to use any of these channels, if the cost of using these channels was to significantly increase or if Braiin is not successful in generating new channels, it may not be able to attract new customers in a cost-effective manner or increase the use of its products and services. If Braiin is unable to recover its marketing costs through increases in the size, value or other product selection and utilization, it could have a material adverse effect on its business, financial condition, results of operations, cash flows and future prospects.

Adverse economic conditions may adversely affect Braiin’s business.

Braiin’s performance is subject to general economic conditions, and their impact on the industries in which Braiin operates, as well as its customers. Australia, the United States and other key European and other international economies have experienced cyclical downturns from time to time in which economic activity declined resulting in lower consumption rates, restricted credit, reduced profitability, weaknesses in financial markets, bankruptcies, and overall uncertainty with respect to the economy. The impact of general economic conditions on Braiin’s business is highly uncertain and dependent on a variety of factors, including market activity, global economic trends, and other events beyond Braiin’s control. Geopolitical developments, such as trade wars and foreign exchange limitations can also increase the severity and levels of unpredictability globally and increase the volatility of global financial markets. To the extent that conditions in the general economic markets materially deteriorate, Braiin’s ability to attract and retain customers may suffer.

Braiin may be adversely affected by natural disasters, pandemics, and other catastrophic events, and by man-made problems such as war or terrorism, that could disrupt its business operations, and its business continuity and disaster recovery plans may not adequately protect Braiin from a serious disaster.

Natural disasters or other catastrophic events may also cause damage or disruption to Braiin’s operations, international commerce, and the global economy, and could have an adverse effect on its business, operating results, and financial condition. Braiin’s business operations are subject to interruption by natural disasters, fire, power shortages, and other events beyond its control.

In addition, Braiin’s global operations expose it to risks associated with public health crises, such as pandemics and epidemics, which could harm our business and cause its operating results to suffer. For example, the events like the COVID-19 pandemic and/or the precautionary measures that Braiin has adopted in the past or may adopt in the future have resulted, and could result in the future, in difficulties or changes to Braiin’s customer support, or create operational or other challenges, any of which could adversely impact its business and operating results.

Further, war, acts of terrorism, labor activism and other geopolitical unrest could cause disruptions in Braiin’s business or the businesses of its partners or the economy as a whole. In the event of a natural disaster, including a major earthquake, blizzard, or hurricane, or a catastrophic event such as a fire, power loss, or telecommunications failure, Braiin may be unable to continue its operations and may endure system interruptions, reputational harm, delays in development of its products and services, lengthy interruptions in service, breaches of data security, and loss of critical data, all of which could have an adverse effect on its future operating results.

Escalating global tensions, including the conflict between Russia and Ukraine, could negatively impact Braiin.

The ongoing conflict between Russia and Ukraine has led to disruption, instability and volatility in global markets and industries that could negatively impact Braiin’s operations. The Australian government and other governments in jurisdictions in which Braiin operates have imposed severe sanctions and export controls against Russia and Russian interests and threatened additional sanctions and controls. The impact of these measures, as well as potential responses to them by Russia, is currently unknown and they could adversely affect Braiin’s business, partners or customers.

Significant political, trade, regulatory developments, and other circumstances beyond our control, could have a material adverse effect on our financial condition or results of operations.

Significant political, trade, or regulatory developments, including tariffs, such as those stemming from the change in U.S. federal administration, are difficult to predict and may have a material adverse effect on us. Similarly, changes in U.S. federal policy that affect the geopolitical landscape could give rise to circumstances outside our control that could have negative impacts on our business operations. Political tensions as a result of trade policies could reduce trade volume, investment, technological exchange, and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets. Any changes in political, trade, regulatory, and economic conditions, including, but not limited to, U.S. and China trade policies, could have a material adverse effect on our financial condition or results of operations.

Customers may rescind or back out of non-binding agreements due to various reasons which could adversely affect our revenue streams, project timelines, and overall financial performance.

We have entered into, and may continue to enter into non-binding agreements, such as memoranda of understandings, a letter of interest with customers for the purchase of services or to collaborate on projects. These memorandums of understanding and letters of interest are non-binding, and the underlying contracts may not come to fruition as a result of among other things, changes in business priorities, financial constraints, regulatory changes, force majeure events, failure to obtain necessary approvals, or failure to meet contractual obligations by either party. The termination of these agreements could adversely affect our business. Additionally, loss of planned customers or projects may negatively impact our reputation and future business prospects.

There can be no guarantee that Braiin will complete any or all of the acquisition of Vega, Nisus, Mirragin, Isidore, VIS and Connect Simple.

There can be no assurance that any or all of the acquisitions of Vega, Nisus, Mirragin, Isidore, VIS and Connect Simple will close or that the transactions will take place as planned or at all. If one or more of the acquisitions do not close, the Company will not acquire any or all of its planned acquisitions and will not have the benefit of the acquisitions as it seeks to expand its business. Additionally, if the acquisitions do not close, it may result in the loss of business opportunities and potential disruption to the Company’s strategic plans.

Acquisitions, joint ventures or other strategic transactions create certain risks and may adversely affect Braiin’s business, financial condition or results of operations.

Acquisitions, partnerships and joint ventures are part of Braiin’s growth strategy. Braiin evaluates and expects in the future to evaluate potential strategic acquisitions of, and partnerships or joint ventures with, complementary businesses, services or technologies. Braiin may not be successful in identifying acquisition, partnership and joint venture targets. In addition, Braiin may not be able to successfully finance or integrate any businesses, services or technologies that it acquires or with which it forms a partnership or joint venture.

Braiin may not be able to identify suitable acquisition candidates or complete acquisitions in the future, which could adversely affect its future growth; or businesses that it acquires may not perform as well as expected or may be more difficult or expensive to integrate and manage than expected, which could adversely affect Braiin’s business and results of operations. In addition, the process of integrating these acquisitions may disrupt Braiin’s business and divert its resources.

In addition, acquisitions outside Braiin’s current operating jurisdictions often involve additional or increased risks including, for example:

These risks may arise for a number of reasons: Braiin may not be able to find suitable businesses to acquire at affordable valuations or on other acceptable terms; Braiin may face competition for acquisitions from other potential acquirers; Braiin may need to borrow money or sell equity or debt securities to the public to finance acquisitions and the terms of these financings may be adverse to Braiin; changes in accounting, tax, securities or other regulations could increase the difficulty or cost for Braiin to complete acquisitions; Braiin may incur unforeseen obligations or liabilities in connection with acquisitions; Braiin may need to devote unanticipated financial and management resources to an acquired business; Braiin may not realize expected operating efficiencies or product integration benefits from an acquisition; Braiin could enter markets where it has minimal prior experience; and it may experience decreases in earnings as a result of non-cash impairment charges.

Braiin cannot ensure that any acquisition, partnership or joint venture it makes will not have a material adverse effect on its business, financial condition and results of operations.

We may not be able to realize the potential benefits of business investments or acquisitions, and we may not be able to successfully integrate acquisition targets, which could hurt our ability to grow our business, develop new products or sell our products.

We have acquired and invested and may continue to do so in businesses that offer products, services and technologies that we believe will help expand or enhance our existing strategic objectives. Acquisitions or investments involve significant challenges and risks and could impair our ability to grow our business, develop new products or services or sell our products or services and ultimately could have a negative impact on our financial results. If we pursue a particular transaction, we may limit our ability to enter into other transactions that could help us achieve our other strategic objectives. If we are unable to timely complete acquisitions, including due to delays and challenges in obtaining regulatory approvals, we may be unable to pursue other transactions, we may not be able to retain critical talent from the target company, technology may evolve and make the acquisition less attractive, and other changes can take place which could reduce the anticipated benefits of the transaction and negatively impact our business.

Additional risks related to acquisitions or strategic investments include, but are not limited to:

For example, when integrating acquisition target systems into our own, we may experience challenges including lengthy and costly systems integration, delays in purchasing and shipping products, difficulties with system integration via electronic data interchange and other processes with our key suppliers and customers, and training and changing management needs of integration personnel. These challenges may impact our results of operations.

Risk Related to the Agricultural Industry

The overall agricultural industry is susceptible to commodity and raw material price changes.

Prices for agricultural commodities and their byproducts are often volatile and sensitive to local and international changes in supply and demand caused by a variety of factors, including general economic conditions, farmer planting and selling decisions, government agriculture programs and policies, global and local inventory levels, demand for biofuels, weather and crop conditions, food safety concerns, government regulations, and demand for and supply of, competing commodities and substitutes. As a result, Braiin may not be able to anticipate or react to changing costs by adjusting its practices, which could cause its operating results to deteriorate. Braiin may engage in hedging or other financial transactions to mitigate these risks. If these efforts are not successful, it could materially affect Braiin’ business, operating results and prospects and cause the value of its securities to decline.

The agricultural industry is highly seasonal, which may cause Braiin’s sales and operating results to fluctuate significantly.

The sale of agricultural products is dependent upon growing and harvesting seasons, which vary from year to year and across geographies as a result of weather-related shifts in planting schedules and purchase patterns of farmers. Seasonality in the agricultural industry is expected to result in both highly seasonal patterns and substantial fluctuations in quarterly sales and profitability for Braiin’s business and may be further impacted by climate change.

Seasonality also relates to the limited windows of opportunity that farmers have to complete required tasks at each stage of crop cultivation. Weather and environmental conditions and natural disasters, such as heavy rains, hurricanes, hail, floods, tornadoes, freezing conditions, excessively hot or cold weather, drought or fire, affect decisions by farmers about the types and amounts of seeds to plant and the timing of harvesting and planting such seeds. Should adverse conditions occur during key growing and harvesting seasons, such conditions could substantially impact demand for agricultural inputs. Any delayed or cancelled orders as a result of such conditions would negatively affect the quarter in which they occur and cause fluctuations in Braiin’s operating results.

Any decline in agricultural production could have a material adverse effect on the market for our services and on our results of operations and financial position.

Conditions in the agricultural industry will significantly impact demand for our products. The agricultural industry has contracted in recent periods, and can be affected by a number of factors, including weather patterns and field conditions, current and projected agricultural inventories and prices, domestic and international demand for agricultural products and governmental policies regarding trade in agricultural products. Governmental policies, including farm subsidies and commodity support programs, as well as increases in costs of agricultural production and the prices at which agricultural goods may be sold, may also directly or indirectly influence the demand for our services.

We may have product liability claims if our agricultural products damage individuals or property and may need to recall items which do or could cause such damage.

If our products or services are used for an application they are not intended for or become adulterated or mislabeled, we may need to recall such products. A widespread product recall could result in significant losses due to the costs of a recall, the destruction of product inventory, and lost sales due to the unavailability of product for a period of time. We could also suffer losses from a significant product liability judgment against us. A significant product recall or product liability case could also result in adverse publicity, damage to our reputation, and a loss of confidence in our products, which could have an adverse effect on our business, results of operations and financial condition and the value of our brands.

Compliance with, or violation of, environmental, health and safety laws and regulations, including laws pertaining to the use of pesticides, could result in significant costs that adversely impact our reputation, businesses, financial position, results of operations and cash flows.

International, federal, state, territorial, provincial and local laws and regulations relating to environmental, health and safety matters affect us in several ways in light of the ingredients that are used in our services. The failure by one of our partners to obtain or the cancellation of any such registration, or the withdrawal from the marketplace of such pesticides, could have an adverse effect on our businesses, the severity of which would depend on the products involved, whether other products could be substituted and whether our competitors were similarly affected.

In addition, the end user application or use of certain pesticide products is regulated by various international, federal, state, provincial and local environmental and public health agencies. Although we strive to educate the end user with such laws and regulations, we may be unable to prevent violations of these or other laws and regulations from occurring. Even if we are able to comply with all applicable laws and regulations and obtain all necessary registrations and licenses, the pesticides or other products we distribute could be alleged to cause injury to the environment, to people or to animals, or such products could be banned in certain circumstances. The costs of compliance, noncompliance, investigation, remediation, combating reputational harm or defending civil or criminal proceedings, products liability, personal injury or other lawsuits could have a material adverse impact on our reputation, businesses, financial position, results of operations and cash flows.

Risks Related to the Customer Experience as a Service (CXaaS) Sector

A substantial part of our business depends on clients continuing their use of our services. Any decline in our client retention would harm our future operating results.

Revenue from CXaaS is often linked to client usage volumes, such as call traffic or number of active agents. Economic downturns, client restructuring, or shifts in service models may reduce usage and in turn lower revenue. High client switching and pilot-based procurement models also create volatility and may delay meaningful scale.

Recruiting and retaining talent in the highly specialized fields of AI and robotics is a challenge we face. The departure of key personnel could disrupt our operations and slow our pace of innovation.

Delivering advanced CX solutions requires ongoing access to skilled professionals in AI, cloud infrastructure, and human-centered design. Talent shortages or retention issues in these critical areas may delay product roadmaps, affect service quality, and slow down implementation for enterprise clients.

The highly competitive market for our services may continue and create adverse price pressures.

The CXaaS space is intensely competitive, with a growing number of global and regional providers offering overlapping functionalities. Many competitors offer aggressive pricing, bundling, or free trials that may pressure Braiin to discount or increase customer acquisition costs. Failure to differentiate on value, functionality, or outcomes may limit our ability to expand market share.

Risks Related to the Property Technology Sector

The insurance and energy industries are subject to complex laws and regulations, and new laws or regulations and/or changes to existing laws or regulations could impact our clients and, in turn, materially and adversely impact our business or may reduce our profitability.

The PropTech platform operates across highly regulated verticals, including energy retail and home insurance, in multiple jurisdictions such as Australia, the United Kingdom, and the United States. Each region has distinct regulatory frameworks regarding pricing transparency, switching protocols, and customer data handling. Non-compliance or sudden regulatory changes may result in penalties, loss of market access, or increased operational complexity and costs.

A decline in general economic conditions or a disruption of financial markets may affect property markets or the discretionary income of consumers, which in turn could adversely affect our profitability.

Our revenue model relies on reaching consumers at key moments — typically during property transactions such as leasing or moving. A downturn in the real estate market or changes in consumer behavior could reduce the volume of high-intent leads entering the platform. Economic conditions, interest rates, or housing policy shifts may adversely impact transaction flow and reduce referral-based income.

If we fail to maintain our relationships with our partners, our business, results of operations, financial condition and business prospects could be materially and adversely affected.

A significant portion of PropTech revenues is derived from commissions and referral fees paid by service providers. Changes to commercial terms, partner insolvency, or shifts in pricing models (e.g., regulatory caps on commissions) could materially impact profitability. The company’s reliance on a relatively small number of high-volume partners may further amplify this risk.

Defects or performance problems in our products could result in loss of customers, reputational damage, and decreased revenue, and we may face warranty, indemnity, and product liability claims arising from defective products.

While the platform aims to simplify service setup and management, any errors in recommendation algorithms (e.g., mismatched utility plans or insurance products) could result in negative customer outcomes. Dissatisfaction could lead to refund claims, reputational harm, or regulatory complaints, particularly in jurisdictions with strong consumer protections.

Risks Related to Technology

Our results of operations and ability to grow could be materially negatively affected if we cannot successfully keep pace with technological changes in the development and implementation of our services and solutions.

The markets in which we operate are subject to continuous innovation and rapid evolution. If we are unable to develop and release enhancements to our aerial robotics systems, CXaaS platforms, or PropTech infrastructure in a timely and cost-effective manner, our competitive position and financial performance could be materially impacted. Competitors may introduce technologies that outperform or replace our offerings in fields such as predictive analytics, natural language processing, optical recognition, or energy management. Delays in innovation cycles or failure to meet customer expectations could result in revenue shortfalls, lost market share, or higher churn.

We incorporate AI technologies into some of our products and services, which may present operational and reputational risks.

Our platforms rely heavily on proprietary artificial intelligence and machine learning models. Developing and maintaining performant AI systems — whether for crop spraying optimization, speech analytics in contact centers, or household utility management — requires access to high-quality training data, compute resources, and specialist talent. Inaccurate model outputs, ethical concerns such as algorithmic bias, or regulatory restrictions on AI use could hinder adoption and diminish customer trust in our systems.

We rely on third parties to integrate with our offerings and as a result, our business also depends on the measures that such third parties take to ensure the continuity of their services.

Our CXaaS and PropTech platforms rely on a complex ecosystem of third-party integrations, including cloud service providers, payment processors, customer relationship management vendors, IoT devices, and national utility APIs. Failures in any part of this interconnected system — including API deprecations, cybersecurity breaches, or latency issues — may cause disruption to our end-user experience, erode partner confidence, and impact recurring revenues. Similarly, our aerial robotics systems depend on sensor components, edge processors, and embedded firmware that must evolve in parallel to stay competitive.

Our products may become obsolete and decreased availability or increased costs of key logistics and supply chain inputs, including third-party supplies of equipment and materials could impact our ability to keep pace with current innovations.

Designing and maintaining our autonomous aerial robots for the agriculture technology sector is both capital-intensive and technically demanding. Changes in sensor availability, battery technology, or regulatory certification requirements could render existing units obsolete. Moreover, adding new payloads or sensors may reduce drone endurance or performance, which could affect commercial viability. We may face delays in manufacturing or supply chain disruptions that limit our ability to scale.

Rapid advancements in robotics and AI technology can potentially outpace our current offerings. Failure to manage our resources effectively and continue to innovate could negatively affect our competitive edge.

Developing cutting-edge solutions across three sectors — agriculture, customer experience, and property technology — requires substantial investment in engineering, design, support, and compliance. Balancing innovation pipelines across diverse verticals may strain internal resources and increase customer support costs. These factors may compress margins and extend time-to-market for key enhancements, particularly if we cannot achieve efficient cross-platform reuse or economies of scale.

Our business is dependent on consumer awareness and market acceptance of our products. We may not be able to anticipate and react to trends within the industries we target in a timely manner or accurately assess the impact that such trends may have on consumer preferences.

There is no assurance that our future technologies — whether in UAV automation, speech intelligence, or AI-driven utility switching — will gain market acceptance. Customers may prefer more established or lower-cost alternatives, especially during economic downturns. Even successful technology launches may cannibalize revenue from existing services or require changes in pricing strategy, which could result in temporary or permanent revenue dilution.

Data privacy and security laws and regulations in the jurisdictions in which we do business could increase the cost of our operations and subject us to possible sanctions and other penalties.

The platform processes large volumes of sensitive customer and employee data. Non-compliance with global data privacy regulations — including the GDPR, the CCPA, and other jurisdiction-specific frameworks — could result in substantial fines, lawsuits, and reputational damage. A cybersecurity breach or misuse of AI-generated recommendations could further erode customer trust and lead to legal liabilities.

Braiin faces both external and internal cybersecurity threats.

Braiin faces external threats from sophisticated cybercriminals, state-sponsored actors, and hacktivists attempting to gain unauthorized access, disrupt operations, or steal sensitive data. Braiin also faces insider threats, whether intentional or unintentional, that pose a substantial risk. These could stem from disgruntled employees, inadequate access controls, or negligent behaviors.

In the future, we may use “open source” software components in our solutions as well as other licensed software, which may require that we release the source code of certain software subject to open source licenses or subject us to possible litigation or other actions that could adversely affect our business.

In the future, we may utilize software that is licensed under so-called “open source,” “free” or other similar licenses, or that contain components that are licensed in such manner. Any use of open source software may entail different or greater risks than use of third-party commercial software. Open source licensors sometimes do not provide warranties or other contractual protections regarding infringement claims or the quality of the code, and open source software is sometimes made available to the general public on an “as-is” basis under the terms of a non-negotiable license. In addition, if we combine our proprietary software with open source software in a certain manner, we could, under certain open source licenses, be required to release the source code of our proprietary software to the public. We do not believe we have combined any of our proprietary software with open source software in such a manner, but if that were to occur this would allow our competitors to create similar offerings with lower development effort and time.

In the future, we may also face claims alleging noncompliance with open source license terms or other license terms, or infringement or misappropriation of proprietary software. These claims could result in litigation, require us to purchase a costly license or require us to devote additional research and development resources to change our software, any of which would have a negative effect on our business and results of operations. Few courts have interpreted open source licenses and these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to use our proprietary software. We cannot guarantee that we will incorporate open source or other software in our software in a manner that will not subject us to liability or require us to release the source code of our proprietary software to the public.

Braiin’s vulnerability assessment focuses and mitigation strategies may not be effective.

Braiin is undertaking a vulnerability assessment focusing on three main areas:

Braiin is also developing the following mitigation strategies to minimize the cyber risk to Braiin:

There can be no guarantee that Braiin’s assessments and minimization strategies will be effective at identifying and protecting Braiin from cybersecurity attacks.

Cyberattacks and security breaches of Braiin’s systems, or those impacting its customers or third parties, could adversely impact its brand and reputation and its business, operating results and financial condition.

Braiin’s business involves the collection, storage, processing and transmission of confidential information, customer, employee, service provider and other personal data, as well as information required to access customer assets. Any actual or perceived security breach of Braiin or its third-party partners may:

Further, any actual or perceived breach or cybersecurity attack directed at other similar institutions, whether or not Braiin is directly impacted, could lead to a general loss of customer confidence in the use of its technology, which could negatively impact Braiin including the market perception of the effectiveness of its security measures and technology infrastructure.

An increasing number of organizations, including large businesses, technology companies and financial institutions, as well as government institutions, have disclosed breaches of their information security systems, some of which have involved sophisticated and highly targeted attacks, including on their websites, mobile applications, and infrastructure. Attacks upon systems across a variety of industries are increasing in their frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well-funded, and organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper, or illegal access to systems and information (including customers’ personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on Braiin’s systems or those of its third-party service providers or partners. Certain types of cyberattacks could harm Braiin even if its systems are left undisturbed. For example, attacks may be designed to deceive employees and service providers into releasing control of Braiin’s systems to a hacker, while others may aim to introduce computer viruses or malware into Braiin’s systems with a view to stealing confidential or proprietary data. Additionally, certain threats are designed to remain dormant or undetectable until launched against a target and Braiin may not be able to implement adequate preventative measures.

Although Braiin does not have a past history of material security breaches or cyberattacks and does not believe it is a target of such breaches or attacks, Braiin has developed systems and processes designed to protect the data it manages, prevent data loss and other security breaches, effectively respond to known and potential risks. Braiin expects to continue to expend significant resources to bolster these protections, but there can be no assurance that these security measures will provide absolute security or prevent breaches or attacks. Threats can come from a variety of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders. Certain threat actors may be supported by significant financial and technological resources, making them even more sophisticated and difficult to detect. As a result, Braiin’s costs and the resources it devotes to protecting against these advanced threats and their consequences may increase over time.

Although Braiin maintain insurance coverage that it believes is adequate for its business, it may be insufficient to protect Braiin against all losses and costs stemming from security breaches, cyberattacks, and other types of unlawful activity, or any resulting disruptions from such events. Outages and disruptions of Braiin’s systems, including any caused by cyberattacks, may harm our reputation and Braiin’s business, operating results, and financial condition.

Braiin have developed the Braiin Security Management Plan to address the issues of cyber risk to the Company. The Security Management Plan for Braiin provides a robust framework for safeguarding information assets and responding effectively to cyber threats. Through preventive measures, enhanced detection capabilities, and a well-defined incident response plan, Braiin aims to ensure the ongoing integrity and security of its operations.

Because of the unique difficulties and uncertainties inherent in technology development, Braiin faces a risk of business failure.

Potential investors should be aware of the difficulties normally encountered by companies developing new technology and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the development of new technology with limited personnel and financial means. These potential problems include, but are not limited to, unanticipated technical problems that extend the time and cost of product development, or unanticipated problems with the operation of Braiin’s technology or that with which Braiin is licensing that also extend the time and cost of product development.

Successful technical development of Braiin’s products does not guarantee successful commercialization.

Braiin may successfully complete the technical development for one or all of its product development programs, but still fail to develop a commercially successful product for a number of reasons, including among others the following:

Braiin’s success in the market for the products it develops will depend largely on its ability to prove its products’ capabilities. Upon demonstration, Braiin’s products and/or technology may not have the capabilities they were designed to have or that Braiin believed they would have. Furthermore, even if Braiin does successfully demonstrate its products’ capabilities, potential customers may be more comfortable doing business with a larger, more established, more proven company than Braiin. Moreover, competing products may prevent Braiin from gaining wide market acceptance of its products. Significant revenue from new product investments may not be achieved for a number of years, if at all.

Risks Related to Intellectual Property

Braiin’s intellectual property rights are valuable, and any inability to protect them could adversely impact Braiin’s business, operating results, and financial condition.

Braiin’s business depends in large part on its proprietary technology and its brand. Braiin relies on, and expects to continue to rely on, a combination of trademark, trade dress, domain name, copyright, and trade secret and laws, as well as confidentiality and license agreements with its employees, contractors, consultants, and third parties with whom it has relationships, to establish and protect its brand and other intellectual property rights.

Braiin’s efforts to protect its intellectual property rights may not be sufficient or effective. Braiin’s proprietary technology and trade secrets could be lost through misappropriation or breach of its confidentiality and license agreements, and any of its intellectual property rights may be challenged, which could result in them being narrowed in scope or declared invalid or unenforceable. There can be no assurance that Braiin’s intellectual property rights will be sufficient to protect against others offering products, services, or technologies that are substantially similar to ours and that compete with its business.

As Braiin grows, it will seek to obtain and protect its intellectual property rights in an increasing number of countries, a process that can be expensive and may not always be successful. For example, the U.S. Patent and Trademark Office and various foreign governmental intellectual property agencies require compliance with a number of procedural requirements to complete the trademark application process and to maintain issued trademarks, and noncompliance or non-payment could result in abandonment or lapse of a trademark or trademark application, resulting in partial or complete loss of trademark rights in a relevant jurisdiction. Further, intellectual property protection may not be available to us in every country in which Braiin’s products and services are available. Braiin may also agree to license its intellectual property to third parties as part of various agreements. Those licenses may diminish Braiin’s ability, though, to counter-assert its intellectual property rights against certain parties that may bring claims against it.

In the future Braiin may be sued by third parties for alleged infringement of their proprietary rights.

In recent years, there has been considerable patent, copyright, trademark, domain name, trade secret and other intellectual property development activity, as well as litigation, based on allegations of infringement or other violations of intellectual property, including by large financial institutions. Furthermore, individuals and groups can purchase patents and other intellectual property assets for the purpose of making claims of infringement to extract settlements from companies like ours. Braiin’s use of third-party intellectual property rights also may be subject to claims of infringement or misappropriation.

Braiin cannot guarantee that its internally developed or acquired/licensed technologies and content do not or will not infringe the intellectual property rights of others. From time to time, Braiin’s competitors or other third parties may claim that it is infringing upon or misappropriating their intellectual property rights, and Braiin may be found to be infringing upon such rights. Any claims or litigation could cause Braiin to incur significant expenses and, if successfully asserted against Braiin, could require that Braiin pay substantial damages or ongoing royalty payments, prevent Braiin from offering its products or services or using certain technologies, force Braiin to implement expensive work-arounds, or impose other unfavorable terms. Braiin’s exposure to damages resulting from infringement claims could increase and this could further exhaust its financial and management resources. Further, during the course of any litigation, Braiin may make announcements regarding the results of hearings and motions, and other interim developments. If securities analysts and investors regard these announcements as negative, the market price of Braiin’s Ordinary Shares may decline. Even if intellectual property claims do not result in litigation or are resolved in Braiin’s favor, these claims, and the time and resources necessary to resolve them, could divert the resources of its management and require significant expenditures. Any of the foregoing could prevent Braiin from competing effectively and could have an adverse effect on its business, operating results, and financial condition.

If Braiin fails to protect its intellectual property rights, it could lose its ability to compete in the marketplace.

Braiin’s intellectual property and proprietary rights are important to its ability to remain competitive and for the success of its products and its business. Braiin relies on, and in the future may rely on, a combination of patent, trademark and trade secret laws as well as confidentiality agreements and procedures, non-compete agreements and other contractual provisions to protect its intellectual property, other proprietary rights and its brand. Braiin has confidentiality agreements in place with its consultants, customers and certain business suppliers and plans to require future employees to enter into confidentiality and non-compete agreements. Braiin has little protection when its must rely on trade secrets and nondisclosure agreements. Braiin’s intellectual property rights may be challenged, invalidated or circumvented by third parties. Braiin may not be able to prevent the unauthorized disclosure or use of its technical knowledge or other trade secrets by employees or competitors. Furthermore, Braiin’s competitors may independently develop technologies and products that are substantially equivalent or superior to its technologies and/or products, which could result in decreased revenues. Moreover, the laws of foreign countries may not protect Braiin’s intellectual property rights to the same extent as the laws of the U.S. Litigation may be necessary to enforce Braiin’s intellectual property rights which could result in substantial costs to it and substantial diversion of management attention.

If Braiin does not adequately protect its intellectual property, its competitors could use it to enhance their products. Braiin’s inability to adequately protect its intellectual property rights could adversely affect its business and financial condition, and the value of its brand and other intangible assets.

Other companies may claim that Braiin infringes their intellectual property, which could materially increase our costs and harm Braiin’s ability to generate future revenue and profit.

Braiin does not believe that it infringes the proprietary rights of any third party, but claims of infringement are becoming increasingly common, and third parties may assert infringement claims against Braiin. It may be difficult or impossible to identify, prior to receipt of notice from a third party, the trade secrets, patent position or other intellectual property rights of a third party, either in the United States or in foreign jurisdictions. Any such assertion may result in litigation or may require Braiin to obtain a license for the intellectual property rights of third parties. If Braiin is required to obtain licenses to use any third-party technology, Braiin would have to pay royalties, which may significantly reduce any profit on its products. In addition, any such litigation could be expensive and disruptive to Braiin’s ability to generate revenue or enter into new market opportunities. If any of Braiin’s products were found to infringe other parties’ proprietary rights and Braiin was unable to come to terms regarding a license with such parties, Braiin may be forced to modify its products to make them non-infringing or to cease production of such products altogether.

The nature of Braiin’s business involves significant risks and uncertainties that may not be covered by insurance or indemnity.

Braiin develops and sells products where insurance or indemnification may not be available, including:

Certain products may raise questions with respect to issues of privacy rights, civil liberties, intellectual property, trespass, conversion and similar concepts, which may raise new legal issues. Indemnification to cover potential claims or liabilities resulting from a failure of technologies developed or deployed may be available in certain circumstances but not in others. Braiin is not able to maintain insurance to protect against all operational risks and uncertainties. Substantial claims resulting from an accident, failure of its product, or liability arising from its products in excess of any indemnity or insurance coverage (or for which indemnity or insurance is not available or was not obtained) could harm Braiin’s financial condition, cash flows, and operating results. Any accident, even if fully covered or insured, could negatively affect Braiin’s reputation among our customers and the public, and make it more difficult for Braiin to compete effectively.

Risks Related to Legal, Compliance and Regulations

Braiin is subject to governmental export and import controls that could impair its ability to compete in international markets due to licensing requirements and subject Braiin to liability if it is not in compliance with applicable laws.

Exports of Braiin’s technologies must be made in compliance with laws in regulations in the jurisdictions in which it operates. If Braiin fails to comply with these laws and regulations, Braiin and certain of its employees could be subject to substantial civil or criminal penalties, including the possible loss of export or import privileges; fines, which may be imposed on Braiin and the responsible employees or managers; and, in extreme cases, the incarceration of the responsible employees or managers.

In addition, changes in Braiin’s technologies or changes in applicable export or import laws and regulations may create delays in the introduction and sale of products containing Braiin’s technologies in international markets, prevent Braiin’ customers from deploying their products or, in some cases, prevent the export or import of Braiin’ technologies to certain countries, governments or persons altogether. Any change in export or import laws and regulations, shift in the enforcement or scope of existing laws and regulations, or change in the countries, governments, persons or technologies targeted by such laws and regulations, could also result in decreased use of Braiin’ technologies, or in its decreased ability to export or sell its products to existing or potential customers. Any decreased use of Braiin’ technologies or limitation on Braiin’ ability to export or sell such technologies would likely adversely affect its business, financial condition and results of operations.

Braiin is subject to anti-corruption and anti-money laundering laws with respect to both its domestic and international operations, and non-compliance with such laws can subject Braiin to criminal and civil liability and harm its business.

Braiin is subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, and possibly other anti-bribery and anti-money laundering laws in countries in which it conducts activities. Anti-corruption laws are interpreted broadly and prohibit Braiin from authorizing, offering, or directly or indirectly providing improper payments or benefits to recipients in the public or private sector. Braiin may have direct and indirect interactions with government agencies and state affiliated entities and universities in the course of its business. Braiin may also have certain matters come before public international organizations such as the United Nations. Braiin uses third-party contractors, strategic commercial partners, law firms, and other representatives for certain aspects of regulatory compliance, patent registration, lobbying, deregulation advocacy, field testing, and other purposes in a variety of countries. Braiin can be held liable for the corrupt or other illegal activities of these third-parties, Braiin’s employees, representatives, contractors and agents, even if Braiin does not explicitly authorize such activities. In addition, although Braiin has implemented policies and procedures to ensure compliance with anti-corruption and related laws, there can be no assurance that all of its employees, representatives, contractors, partners, or agents will comply with these laws at all times. Noncompliance with these laws could subject Braiin to whistleblower complaints, investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and debarment from contracting with certain governments or other persons, the loss of export privileges, reputational harm, adverse media coverage, and other collateral consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if Braiin does not prevail in any possible civil or criminal litigation, its business, results of operations and financial condition could be materially harmed. In addition, responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees. Enforcement actions and sanctions could further harm Braiin’ business, results of operations and financial condition.

Government regulation is evolving, and unfavorable changes could harm our business.

We are subject to general business regulations and laws, as well as regulations and laws specifically governing the Internet, e-commerce, electronic devices, and other services. Existing and future laws and regulations may impede establishment of our business and our growth. These regulations and laws could cover taxation, privacy, data protection, pricing, content, copyrights, distribution, mobile communications, electronic device certification, electronic waste, energy consumption, environmental regulation, electronic contracts and other communications, competition, consumer protection, web services, the provision of online payment services, information reporting requirements, unencumbered Internet access to our services, the design and operation of websites, the characteristics and quality of products and services, and the commercial operation of UAVs. It is not clear how existing laws governing issues such as property ownership, libel, and personal privacy apply to the Internet, e-commerce, digital content, and web services. Jurisdictions may regulate consumer-to-consumer online businesses, including certain aspects of our seller programs. Unfavorable regulations and laws could diminish the demand for our products and services and increase our cost of doing business.

Risks Related to Australia

As a foreign private issuer, Braiin will be exempt from a number of rules under the Exchange Act, Braiin will be permitted to file less information with the SEC than domestic companies and permitted to follow home country practice in lieu of the listing requirements of the Primary Exchange, subject to certain exceptions. Accordingly, there may be less publicly available information concerning Braiin than there is for issuers that are not foreign private issuers.

As a foreign private issuer, Braiin will be exempt from certain rules under the Exchange Act, including certain disclosure and procedural requirements applicable to proxy solicitations under Section 14 of the Exchange Act, Braiin’s Board, officers and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act, and Braiin is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies whose securities are registered under the Exchange Act but are not foreign private issuers. Foreign private issuers are also not required to comply with Regulation Fair Disclosure (“Regulation FD”), which restricts the selective disclosure of material non-public information. Accordingly, there may be less publicly available information concerning Braiin than there is for companies whose securities are registered under the Exchange Act but are not foreign private issuers, and such information may not be provided as promptly as it is provided by such companies.

In addition, certain information may be provided by Braiin in accordance with Australian law, which may differ in substance or timing from such disclosure requirements under the Exchange Act. As a foreign private issuer, under the Primary Exchange rules Braiin is subject to less stringent corporate governance requirements. Subject to certain exceptions, the rules of the Primary Exchange permit a foreign private issuer to follow its home country practice in lieu of the listing requirements of the Primary Exchange, including, for example, certain internal controls as well as board, committee and director independence requirements. If Braiin determines to follow Australian corporate governance practices in lieu of the Primary Exchange corporate governance standards, Braiin will disclose each the Primary Exchange rule that Braiin does not intend to follow and describe the Australian practice that we will follow in lieu thereof.

It may be difficult to enforce a judgment in the United States against Braiin and its officers and directors, assert U.S. securities laws claims in Australia or serve process on Braiin’s officers and directors.

Braiin is incorporated in Australia. The majority of Braiin’s directors and executive officers are and will be non-residents of the United States, and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or to enforce against them judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States. There is doubt as to the enforceability in Australia in original actions, or in actions for enforcement of judgments of U.S. courts, of civil liabilities to the extent predicated upon the federal securities laws of the United States. In Australia, civil liability of directors and officers is dealt with by both common law and by various statutes, including the Corporations Act and the Civil Liability Act 2003 (Qld).

Braiin may be affected by fluctuations in currency exchange rates.

Braiin is potentially exposed to adverse as well as beneficial movements in currency exchange rates. An increase in the value of the dollar could increase the real cost to Braiin’s customers of its products in those markets outside the U.S. where Braiin sells in dollars, and a weakened dollar could increase the cost of local operating expenses from sources outside the United States, and overseas capital expenditures. Braiin also conducts certain investing and financing activities in local currencies. Therefore, changes in exchange rates could harm Braiin’s financial condition and results of operations.

Risks Related to This Offering and Ownership of Our Ordinary Shares

The direct listing process differs from an initial public offering underwritten on a firm-commitment basis.

This is not an underwritten initial public offering of ordinary shares. This listing of our ordinary shares on the Primary Exchange differs from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:

Such differences from a firm-commitment underwritten initial public offering could result in a volatile trading price for our ordinary shares and uncertain trading volume, which may adversely affect your ability to sell any ordinary shares that you may purchase.

Our ordinary shares currently have no public market. An active trading market may not develop or continue to be liquid and the market price of shares of our ordinary shares may be volatile.

We expect our ordinary shares to be listed and traded on the Primary Exchange. Prior to the listing on the Primary Exchange, there has not been a public market for any of our securities, and an active market for our ordinary shares may not develop or be sustained after the listing, which could depress the market price of shares of our ordinary shares and could affect the ability of our shareholders to sell our ordinary shares. In the absence of an active public trading market, investors may not be able to liquidate their investments in our ordinary shares. An inactive market may also impair our ability to raise capital by selling shares of our ordinary shares, our ability to motivate our employees through equity incentive awards and our ability to acquire other companies, products or technologies by using shares of our ordinary shares as consideration.

In addition, we cannot predict the prices at which our ordinary shares may trade on the Primary Exchange following the listing of our ordinary shares, and the market price of our ordinary shares may fluctuate significantly in response to various factors, some of which are beyond our control. In particular, as this listing is taking place through a novel process that is not a firm-commitment underwritten initial public offering, there will be no traditional book building process and no price at which traditional underwriters initially sold shares to the public to help inform efficient price discovery with respect to the opening trades on the Primary Exchange. On the day that our ordinary shares are initially listed on the Primary Exchange, the Primary Exchange will begin accepting, but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price on the basis of such accepted orders. The Current Reference Price is calculated each second and, during a 10-minute “Display Only” period, is disseminated, along with other indicative imbalance information, to market participants by the Primary Exchange on its NOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which the Advisor, in its capacity as our financial advisor to perform the functions under the Primary Exchange Rule 4120(c)(8), must notify the Primary Exchange that our shares are “ready to trade.” Once the Advisor has notified the Primary Exchange that our ordinary shares are ready to trade, the Primary Exchange will calculate the Current Reference Price for our ordinary shares, in accordance with the Primary Exchange rules. If the Advisor then approves proceeding at the Current Reference Price, the Primary Exchange will conduct a price validation test in accordance with the Primary Exchange Rule 4120(c)(8). As part of conducting such price validation test, the Primary Exchange may consult with the Advisor, if the price bands need to be modified, to select the new price bands for purposes of applying such test iteratively until the validation tests yield a price within such bands. Upon completion of such price validation checks, the applicable orders that have been entered will be executed at such price and regular trading of shares of our ordinary shares on the Primary Exchange will commence. The Advisor will determine when our ordinary shares are ready to trade and approve proceeding at the Current Reference Price primarily based on considerations of volume, timing and price. In particular, the Advisor will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. If the Advisor does not approve proceeding at the Current Reference Price (for example, due to the absence of adequate preopening buy and sell interest), the Advisor will request that the Primary Exchange delay the open until such a time that sufficient price discovery has been made to ensure a reasonable amount of volume crosses on the opening trade. For more information, see “Plan of Distribution.”

Additionally, prior to the opening trade, there will not be a price at which underwriters initially sold ordinary shares to the public as there would be in a firm-commitment underwritten initial public offering. The absence of a predetermined initial public offering price could impact the range of buy and sell orders collected by the Primary Exchange from various broker-dealers. Consequently, upon listing on the Primary Exchange, the public price of our ordinary shares may be more volatile than in a firm-commitment underwritten initial public offering and could decline significantly and rapidly.

Furthermore, because of our novel listing process on the Primary Exchange, the Primary Exchange’s rules for ensuring compliance with its initial listing standards, such as those requiring a valuation or other compelling evidence of value, are untested. In the absence of a prior active public trading market for our ordinary shares, if the price of our ordinary shares or our market capitalization falls below those required by the Primary Exchange’s eligibility standards, we may not be able to satisfy the ongoing listing criteria and may be required to delist.

In addition, because of our novel listing process and the potential consumer awareness and brand recognition of Braiin, individual investors, retail or otherwise, may have greater influence in setting the opening public price and subsequent public prices of our ordinary shares on the Primary Exchange and may participate more in our initial trading than is typical for a firm-commitment underwritten initial public offering. These factors could result in a public price of our ordinary shares that is higher than other investors (such as institutional investors) are willing to pay, which could cause volatility in the trading price of our ordinary shares and an unsustainable trading price if the price of our ordinary shares significantly rises upon listing and institutional investors believe our ordinary shares is worth less than retail investors, in which case the price of our ordinary shares may decline over time. Further, if the public price of our ordinary shares is above the level that investors determine is reasonable for our ordinary shares, some investors may attempt to short our ordinary shares after trading begins, which would create additional downward pressure on the public price of our ordinary shares. To the extent that there is a lack of consumer awareness among retail investors, such a lack of consumer awareness could reduce the value of our ordinary shares and cause volatility in the trading price of our ordinary shares.

The public price of our ordinary shares following the listing also could be subject to wide fluctuations in response to the risk factors described in this prospectus and others beyond our control, including:

In addition, securities exchanges have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner often unrelated to the operating performance of those companies. These fluctuations may be even more pronounced in the trading market for our ordinary shares shortly following the listing of our ordinary shares on the Primary Exchange as a result of the supply and demand forces described above. In the past, shareholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and harm our business, results of operations and financial condition.

Future sales of ordinary shares by our Registered Shareholders and other existing shareholders could cause our share price to decline.

We currently expect our ordinary shares to be listed and traded on the Primary Exchange. Prior to listing on the Primary Exchange, there has been no public market for our ordinary shares and there has not been a sustained history of trading in our ordinary shares in “over-the-counter” markets. While our ordinary shares may be sold after our listing on the Primary Exchange by the Registered Shareholders pursuant to this prospectus or by our other existing shareholders in accordance with Rule 144 under the Securities Act, unlike a firm-commitment underwritten initial public offering, there can be no assurance that any Registered Shareholders or other existing shareholders will sell any of their ordinary shares and there may initially be a lack of supply of, or demand for, ordinary shares on the Primary Exchange. As described herein, certain shares of our ordinary shares outstanding as of the date hereof will be registered under this registration statement. There can be no assurance that the Registered Shareholders and other existing shareholders will not sell all of their ordinary shares, resulting in an oversupply of our ordinary shares on the Primary Exchange. In the case of a lack of supply of our ordinary shares, the trading price of our ordinary shares may rise to an unsustainable level. Further, institutional investors may be discouraged from purchasing our ordinary shares if they are unable to purchase a block of our ordinary shares in the open market due to a potential unwillingness of our existing shareholders to sell a sufficient amount of ordinary shares at the price offered by such institutional investors and the greater influence individual investors have in setting the trading price. If institutional investors are unable to purchase our ordinary shares, the market for our ordinary shares may be more volatile without the influence of long-term institutional investors holding significant amounts of our ordinary shares. In the case of a lack of market demand for our ordinary shares, the trading price of our ordinary shares could decline significantly and rapidly after our listing. Therefore, an active, liquid and orderly trading market for our ordinary shares may not initially develop or be sustained, which could significantly depress the public price of our ordinary shares and/or result in significant volatility, which could affect your ability to sell your ordinary shares.

Limitations on investors’ ability to trace their shares to this registration statement may preclude claims under Sections 11 and 12 of the Securities Act, potentially reducing our liability exposure and limiting investors’ remedies.

In connection with this direct listing, we are registering 68,696,076 ordinary shares, all of which may be sold into the public market. Unlike in a traditional initial public offering, where all shares sold in the public market are issued pursuant to a registration statement, in a direct listing, both registered and unregistered shares may become freely tradeable simultaneously. As a result, purchasers in the public market following our direct listing may not be able to determine whether their shares were issued pursuant to this registration statement.

The ability to bring a claim under Section 11 of the Securities Act of 1933 requires that the security purchased be traceable to the allegedly defective registration statement. In Slack Technologies, LLC v. Pirani, 598 U.S. 759 (2023), the U.S. Supreme Court held that Section 11 applies only to shares that are actually issued pursuant to the registration statement. The U.S. Court of Appeals for the Ninth Circuit, in its 2025 opinion on remand, confirmed that the tracing requirement applies in the context of direct listings and that tracing shares to a registration statement is particularly difficult where registered and unregistered shares begin trading at the same time.

Accordingly, if you purchase our ordinary shares in the open market following this direct listing, you may not be able to assert claims under Section 11 or Section 12(a)(2) of the Securities Act for any material misstatements or omissions in this registration statement or related prospectus. This limitation may reduce the potential remedies available to investors, limit recovery in the event of a violation of the federal securities laws, and adversely affect the market price of our ordinary shares. Moreover, because our potential liability under the Securities Act may be reduced as compared to a traditional IPO, investors may face greater risk in the event of inaccurate or incomplete disclosures.

We may not be able to satisfy listing requirements of the Primary Exchange or obtain or maintain a listing of our ordinary shares on the Primary Exchange.

We intend to apply to list our ordinary shares on the Primary Exchange, however there can be no guarantee our ordinary shares will be approved for listing. If our ordinary shares are listed on the Primary Exchange, we must meet certain financial and liquidity criteria to obtain and maintain such listing. If we violate the Primary Exchange’s listing requirements, or if we fail to meet any of the Primary Exchange’s listing standards, our ordinary shares may be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our ordinary shares from the Primary Exchange may materially impair our shareholders’ ability to buy and sell our ordinary shares and could have an adverse effect on the market price of, and the efficiency of the trading market for, our ordinary shares. The delisting of our ordinary shares could significantly impair our ability to raise capital and the value of your investment.

We may not be able to meet each of the quantitative requirements of the Nasdaq Global Market’s Market Value Standard for direct listings.

We have applied to have our ordinary shares listed on Nasdaq Global Market. In order for Nasdaq Global Market to approve our listing application, we will need to meet the quantitative requirements of the Nasdaq Global Market’s Market Value Standard for direct listings, as provided in Nasdaq Listing Rules 5405(a) and 5405(b)(3) and IM-5405-1. While we expect to meet all listing requirements, no assurance can be that we will meet all such requirements or that our application will be approved by Nasdaq. In the event that we were unable to meet such requirements or if our ordinary shares were otherwise not approved for listing by Nasdaq, our ordinary shares would not be listed on Nasdaq Global Market. If this were to occur, we could face significant material adverse consequences, including:

Furthermore, if our ordinary shares are not listed on Nasdaq Global Market or any other national securities exchange, we will not be able to qualify for certain federal preemption and would be subject to laws and regulations in each state in which we offer our securities.

You may be diluted by future issuances of preferred stock or additional ordinary shares in connection with our incentive plans, acquisitions or otherwise; future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock price.

Prior to the effectiveness of the registration statement of which this prospectus forms a part, we adopted an amended and restated certificate of incorporation which will authorize us to issue ordinary shares and options, rights, warrants and appreciation rights relating to our ordinary shares for the consideration and on the terms and conditions established by our board of directors in its sole discretion. We could issue a significant number of ordinary shares in the future in connection with investments or acquisitions. Any of these issuances could dilute our existing shareholders, and such dilution could be significant. Moreover, such dilution could have a material adverse effect on the market price for the shares of our ordinary shares.

The future issuance of shares of preferred stock with voting rights may adversely affect the voting power of the holders of shares of our ordinary shares, either by diluting the voting power of our ordinary shares if the preferred stock votes together with the ordinary shares as a single class, or by giving the holders of any such preferred stock the right to block an action on which they have a separate class vote, even if the action were approved by the holders of our shares of our ordinary shares.

The future issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of preferred stock could adversely affect the market price for our ordinary shares by making an investment in the ordinary shares less attractive. For example, investors in the ordinary shares may not wish to purchase ordinary shares at a price above the conversion price of a series of convertible preferred stock because the holders of the preferred stock would effectively be entitled to purchase ordinary shares at the lower conversion price, causing economic dilution to the holders of ordinary shares.

Because we have no current plans to pay cash dividends on our ordinary shares, you may not receive any return on investment unless you sell your ordinary shares for a price greater than that which you paid for it.

We currently intend to retain all available funds and any future earnings to fund the development, commercialization and growth of our business, and therefore we do not anticipate declaring or paying any cash dividends on our ordinary shares in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant. Our future ability to pay cash dividends on our ordinary shares may also be limited by the terms of any future debt securities or credit facility. As a result, capital appreciation, if any, of the ordinary shares you purchase in this offering will be your sole source of gain for the foreseeable future.

Upon the completion of this offering, we will be a “controlled company” within the meaning of the corporate governance rules of the Primary Exchange and, as a result, will qualify for exemptions from certain corporate governance requirements. Although we do not currently intend to rely on any such exemptions, we may do so in the future and if we utilize any of the exemptions, you will not have the same protections as those afforded to shareholders of companies that are subject to such governance requirements.

Upon the completion of this offering, our founder and Chief Executive Officer, Natraj Balasubramanian, will control approximately 61% of total voting power. As a result, we will be a “controlled company” under the rules of the Primary Exchange. Under these rules, a listed company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company is a “controlled company” and is not required to comply with certain corporate governance requirements, including the requirements that, within one year of the date of the listing of our ordinary shares, we have a:

Although we do not currently intend to rely on any such exemptions, we may do so in the future and if we utilize any of the “controlled company exemptions,” you will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the Primary Exchange.

We are an emerging growth company and a smaller reporting company, and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our ordinary shares less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (ii) having the option of delaying the adoption of certain new or revised financial accounting standards, (iii) reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements and (iv) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We may take advantage of these exemptions until such time that we are no longer an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock. Further, pursuant to Section 107 of the JOBS Act, we have elected to take advantage of the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of this offering, (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, (iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our ordinary shares held by non-affiliates was $700.0 million or more as of the last business day of the second fiscal quarter of such year or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our voting and non-voting ordinary shares held by non-affiliates is $250 million or more measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million during the most recently completed fiscal year and our voting and non-voting ordinary shares held by non-affiliates is $700 million or more measured on the last business day of our second fiscal quarter.

It is possible that some investors will find our ordinary shares less attractive as a result of the foregoing, which may result in a less active trading market for our ordinary shares and higher volatility in our stock price.

The public price of our ordinary shares, upon listing on the Primary Exchange, may have little or no relationship to the historical sales prices of our ordinary shares in private transactions.

Prior to listing on the Primary Exchange, there has been no public market for our ordinary shares. Recent purchase prices of our ordinary shares in private transactions may have little or no relation to the opening public price of our ordinary shares on the Primary Exchange or the subsequent trading price of our ordinary shares on the Primary Exchange. Our ordinary shares have a limited history of trading in private transactions. See “Sale Price History of our Capital Stock” below. However, this information may have little or no relation to broader market demand for our ordinary shares and thus the initial public price of our ordinary shares on the Primary Exchange once trading begins. As a result, you should not place undue reliance on these historical sales prices as they may differ materially from the opening public prices and subsequent public prices of our ordinary shares on the Primary Exchange. For additional details about how the initial listing price on the Primary Exchange will be determined, see “Plan of Distribution.”

The uncertainty associated with the fact that few companies have undertaken direct listings to date may lead to increased volatility and pricing challenges for our ordinary shares.

Few companies have conducted direct listings, and the process by which shares of our ordinary shares will be listed on the Primary Exchange is a novel process. The absence of a traditional underwritten offering may result in a less orderly market for our ordinary shares, increased volatility in the trading price, and potential difficulties in achieving a stable market price. Unlike an initial public offering, there is no firm-commitment underwritten offering to help inform efficient and sufficient price discovery. Consequently, the public price of our ordinary shares may be more volatile than it would be if shares were initially listed in connection with a firm-commitment underwritten initial public offering. In addition, the trading volume and price of shares of our ordinary shares may be more volatile and subject to greater fluctuations due to the direct listing method.

The direct listing process differs from an initial public offering underwritten on a firm-commitment basis and the impact of awareness of our brand and investor recognition of our Company on the demand for our ordinary shares is unpredictable and our marketing and brand development efforts may not be successful.

We will not conduct a traditional “roadshow” with underwriters prior to the opening of trading of our ordinary shares on the Primary Exchange. Instead, we may engage in certain investor presentations and educational meetings to enhance our brand awareness and investor recognition of our Company. In advance of any investor presentation or educational meeting, we will announce the date for such presentation or meeting through financial news outlets in a manner consistent with typical corporate outreach to investors. We will prepare an electronic presentation for any investor presentation or educational meeting that we hold, and will make the presentation publicly available, without restriction, on a website.

There can be no assurance that any investor presentations or other educational meetings that we hold will have the same impact on awareness of our brand and investor recognition of our Company as a traditional “roadshow” conducted in connection with a firm-commitment underwritten initial public offering. As a result, there may not be efficient price discovery with respect to our ordinary shares or sufficient demand among investors immediately following our listing, which could result in a more volatile public price of our ordinary shares.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that can involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations and financial position, business plan and strategy, future revenue, timing and likelihood of success, plans and objectives of management for future operations, future results of anticipated products and prospects, plans and objectives of management are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of risks, uncertainties and assumptions, including, but not limited to, those described in the section titled “Risk Factors” and elsewhere in this prospectus. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein until after we distribute this prospectus, whether as a result of any new information, future events or otherwise.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

MARKET AND INDUSTRY DATA

This prospectus includes estimates regarding market and industry data. Unless otherwise indicated, information concerning our industry and the markets in which we operate, including our general expectations, market position, market opportunity, and market size, are based on our management’s knowledge and experience in the markets in which we operate, together with currently available information obtained from various sources, including publicly available information, industry reports and publications, surveys, our customers, trade and business organizations, and other contacts in the markets in which we operate and which were not commissioned by the Company. Certain information is based on management estimates, which have been derived from third-party sources, as well as data from our internal research.

In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets in which we operate. While we believe the estimated market and industry data included in this prospectus is generally reliable, such information is inherently uncertain and imprecise. Market and industry data is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process, and other limitations inherent in any statistical survey of such data. In addition, projections, assumptions, and estimates of the future performance of the markets in which we operate are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us. Accordingly, you are cautioned not to place undue reliance on such market and industry data or any other such estimates.

TRADEMARKS, SERVICE MARKS AND TRADENAMES

We own or otherwise have rights to the trademarks, including those mentioned in this prospectus, used in conjunction with the operation of our business. This prospectus includes our own trademarks, which are protected under applicable intellectual property laws, as well as trademarks, service marks and tradenames of other entities, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ^®, ^TM or ^SM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks, service marks and tradenames. We do not intend our use or display of other entities’ trademarks, service marks or tradenames to imply a relationship with, or endorsement or sponsorship of us by, any other entities.

OFFER STATISTICS AND EXPECTED TIMETABLE

The ordinary shares offered by this prospectus are registered for the account of the Registered Shareholders named in this prospectus. There is no expected issue price. The Registered Shareholders may sell the ordinary shares at fixed prices, at prevailing market prices at the time of sale or at negotiated prices. The approximate date of proposed sale of the ordinary shares is from time to time after the registration statement of which this prospectus forms a part becomes effective, in amounts and on terms determined at the time of the sale.

USE OF PROCEEDS

The Registered Shareholders may, or may not, elect to sell shares of our ordinary shares covered by this prospectus. To the extent any Registered Shareholder chooses to sell shares of our ordinary shares covered by this prospectus, we will not receive any proceeds from any such sales of our ordinary shares. See “Principal and Registered Shareholders.”

DIVIDEND POLICY

We have never declared or paid dividends on our ordinary shares. We currently intend to retain all available funds and any future earnings to fund the development, commercialization and growth of our business, and therefore we do not anticipate declaring or paying any dividends on our ordinary shares in the foreseeable future. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors. Any such determination will also depend upon our business prospects, operating results, financial condition, capital requirements, general business conditions and other factors that our board of directors may deem relevant. Our future ability to pay dividends on our ordinary shares may also be limited by the terms of any future debt securities or credit facility.

CAPITALIZATION AND INDEBTEDNESS

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2025, as follows:

This table should be read in conjunction with, and is qualified in its entirety by reference to, our financial statements and related notes, and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this prospectus.

*On November 7, 2025, the Company effected a 4 for 1 stock split of its ordinary shares, whereby each outstanding share of ordinary shares was converted into four ordinary shares for all periods presented. The pro forma adjusted column in the tables above reflects the stock split described above. All share and per-share amounts in the pro-forma financial statements that are presented on a per share basis have been retroactively adjusted for all periods presented to reflect the stock split.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION

Introduction

Braiin is providing the following unaudited pro forma condensed consolidated combined financial statements to aid you in your analysis of the financial aspects of the Direct Listing.

The unaudited pro forma condensed consolidated combined financial information has been derived from and should be read in conjunction with, the historical financial statements and related notes of Braiin, Nisus, Mirragin, VIS Networks and Connect Simple for the applicable periods included elsewhere in this prospectus.

The unaudited pro forma condensed consolidated combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the Acquisitions occurred on the dates indicated. Further, the unaudited pro forma condensed consolidated combined financial information may not be useful in predicting the future financial condition and results of operations of the Company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

Description of the Proposed Transactions

Acquisition of Vega Group (including Nisus and Mirragin RAS Consulting Pty Ltd)

On December 10, 2025, Braiin and Vega entered into a new binding Heads of Agreement (the “Vega Agreement”), pursuant to which Braiin will acquire 100% of the shares of Vega for an aggregate consideration of approximately $85,000,000, which is comprised of cash consideration of $2,393,904 and fully paid ordinary shares of Braiin equal to $82,606,096. The number of consideration shares shall be the quotient of $82,606,096 divided by $10.17. The consummation of the transactions contemplated by the Vega Agreement is subject to customary closing conditions, including the effectiveness of a Registration Statement with the SEC. The Vega Agreement may be terminated on the later of October 30, 2025 or listing on the Primary Exchange if the conditions precedent have not been satisfied or waived.

Vega has also entered into the following agreements to expand its group prior to its acquisition by Braiin:

● On December 5, 2025, Vega and Nisus entered into an Amended and Restated Share Sale Agreement pursuant to which Vega will acquire 100% of the shares of Nisus for consideration of AUD $3,000,000 in cash and US $3,160,000 (the “Nisus Agreement”). The completion of the transactions under the Nisus Agreement is subject to customary closing conditions. Nisus is a specialist technology provider focused on delivering advanced data science, cybersecurity, and secure communication solutions to Australian government agencies, defense, emergency services, and enterprise clients. With a strong track record in supporting public sector digital transformation, Nisus designs and implements mission-critical systems that protect sensitive information and enable informed decision-making.

● On December 5, 2025, Vega entered into Share Sale Agreement with Mirragin RAS Consulting Pty Ltd, pursuant to which Vega will acquire 100% of the shares of Mirragin, and on December 5, 2025, Vega entered into the Share Sale Agreement with Mirragin Project Isidore, pursuant to which Vega will acquire 100% of the shares of Isidore, together for an aggregate consideration of AUD $7 million (the “Mirragin Agreement”). The completion of the transactions under the Mirragin Agreement is subject to customary closing conditions.

Upon completion of the Nisus and Mirragin acquisitions, these entities will form part of the Vega Group, which will subsequently be acquired by Braiin under the Vega Agreement.

Acquisition of VIS

Pursuant to the binding Amended and Restated Heads of Agreement, dated December 4, 2025, by and between Braiin and VIS Networks PVT LTD (“VIS Networks”) Braiin will acquire 100% of the shares of VIS Networks for an aggregate consideration of $24 million (the “VIS Agreement”) $12 million of which will be paid on the closing date of the VIS Acquisition, $7.2 million of which will be paid on the 12 month anniversary of the VIS Acquisition, and $4.8 million of which will be paid on the 24 month anniversary of the VIS Acquisition. VIS Networks’ business relates to technology services. Also on December 4, 2025, Braiin and VIS Networks entered into a binding Heads of Agreement whereby certain owners of VIS Networks shares will be issues $44.57 million of Braiin Shares. The consummation of the transactions contemplated by the VIS Agreement are subject to customary closing conditions.

Acquisition of Connect Simple Pty Ltd

Pursuant to the Share Sale Agreement, dated December 8, 2025, by and between Braiin and Connect Simple Pty Ltd., Braiin will acquire 100% of the shares of Connect Simple upon the effectiveness of this registration statement on Form F-1 for an aggregate consideration of $98 million (the “Connect Simple Agreement”). The number of consideration shares shall be the quotient of $98 million divided by $10.17. The consummation of the transactions contemplated by the Connect Simple Agreement are subject to customary closing conditions.

Connect Simple is focused on simplifying residential service delivery and billing through an AI-powered, white-labelled platform. This platform serves as a digital infrastructure layer for utility connections, bill comparison, and ongoing household expense management, with applications across rental, ownership, and agency-managed properties.

Accounting for the Acquisition of Nisus Australia Pty Ltd, Nisus Payroll and Mirragin (Collectively referred to as Vega), VIS, and Connect Simple

The management of Braiin has concluded that the transaction represents a business combination pursuant to IFRS 3, Business Combinations. In the proposed Business Combination, Braiin issuing shares and consideration at the closing of the Business Combination for the net assets of VIS, Connect Simple and Vega (Collectively termed as “Target Group”), Braiin has been determined to be the accounting acquirer and predecessor based on evaluation of the following facts and circumstances under IFRS 3, paragraphs B15–B17:

Considering the determination of the predecessor, the Company considered the authoritative guidance in Rule 405 of Regulation C, the interpretive guidance of the staff of the SEC, including factors for registrants to consider in determining the predecessor, and analyzed the following:

(1) the order in which the entities were acquired,

Prior to direct listing i.e. receipt of pre-approval from The Primary Exchange of Braiin’s Ordinary Shares to be issued in connection with the Business Combination to be listed on the Primary Exchange, Braiin will acquire VIS, Connect Simple and Vega (Collectively termed as “Target Group”) and these entities will continue as wholly owned subsidiaries of Braiin. Braiin has initiated, negotiated, and structured the acquisitions of Vega, VIS, and Connect Simple as part of its broader strategy to consolidate complementary technologies and prepare for a public listing. Braiin’s management and advisors led all stages of the business combination process, including sequencing, diligence, and transaction terms.

Considering the sequence of events, Braiin will become the Holding Company of the Target Group and will continue to be the Holding Company post Business Combination as well, the Company concluded that Braiin is the Predecessor under Regulation C, Rule 405.

(2) the size of the entities,

The quantitative analysis (basis audited financial statements of June 30, 2025 as a percentage total is summarized below:

* Vega will complete the acquisitions of Nisus Australia, Nisus Payroll, and Mirragin Ras Consulting prior to its acquisition by Braiin.

Therefore, while VIS is historically larger, this factor does not override the broader analysis required under Rule 405 based on which VIS does not outrightly qualify to be the predecessor. Further, VIS’s operations are not the principal focus of the combined company.

(3) the fair value of the entities,

The Company evaluated the relative fair value of the entities to determine which entity contributes significantly to the aggregate fair value of all entities in the Business Combination.

Rule 405 focuses on the business that forms the primary ongoing operations of the registrant. On this basis, Braiin, constitutes the principal business of the combined company.

Key considerations include:

The fair valuation structure is summarized below:

As determined above, Braiin contributes 62.06% of the aggregate fair value post business combination, while the remaining is represented by VIS Networks Private Limited, Vega Global Technologies Limited and Connect Simple Pty Limited, demonstrating that the major portion of the business is represented by Braiin and thus indicates Braiin is the Predecessor under Regulation C, Rule 405.

(4) the historical and ongoing management structure, and

Composition of Board of Directors

Upon the consummation of Business Combination, Braiin’s board of directors will consist of 5 directors, all of which will be designated by Braiin. Out of these 3 directors will be independent directors.

Management structure

The current management structure of Braiin is listed below and will continue after the consummation of the Business Combination:

Voting power:

Existing Braiin shareholders will collectively hold the largest voting interest in the combined company as follows:

Based on the above assessment, including (i) the continuity of Braiin’s senior management following the business combination, (ii) Braiin’s exclusive right to designate the entire post-combination Board of Directors, and (iii) the fact that existing Braiin shareholders will collectively hold the largest voting interest in the combined company, Braiin’s senior management remains senior management post business combination. Accordingly, Braiin is the Predecessor under Regulation C, Rule 405

(5) Future business plan and strategy

Braiin specializes in cutting-edge solutions across diverse domains with expertise in artificial intelligence and machine learning, robotics, internet of things, and mission-critical enterprise software and hardware applications.

Given the advanced and patented generative AI technology that Braiin possesses, the Company anticipates a significant increase in its operational impact in the near future. Braiin has significant long-term commitments and potential revenue contracts, including five-year contracts valued at $35.93 million, and has signed a Memorandum of Understanding worth $111.98 million. These agreements are aimed at supporting farmers through state-of-the-art precision farming techniques, offering end-to-end solutions that enhance crop productivity and have driven the significantly larger fair value of Braiin. Braiin has already started generating revenue in Q4 2025 which is expected to further scale up in Q1 2026, following deployment and integration milestones. Considering the above, the Company expects that Braiin’s operations will continue to be the most significant in the near future.

Staff guidance and general market practice indicates that no one factor should be determinative when assessing the predecessor, but rather the assessment should be based upon a collective evaluation of all factors based on the facts and circumstances. In considering the foregoing principles of predecessor determination in light of the specific facts and circumstances outlined above, the Company concluded that the overwhelming weight of the majority of factors indicates that Braiin is the Predecessor and accounting acquirer for accounting purposes.

Further, the Company has also evaluated the factors set forth in IFRS 3.B15–B16. Specifically, the Company has already evaluated the composition of the governing body, the composition of the senior management of the combined entity, and the relative size of the entities, as discussed above in the assessment of the Predecessor. In addition, the Company has assessed the relative voting rights in the combined entity following the business combination and concluded that Braiin holds a majority shareholding as reflected in the beneficial ownership table included under ‘Principal and Registered Shareholders’ of the registration statement.

The transaction will be accounted using the acquisition method of accounting for business combinations under the guidance of IFRS 3. Accordingly, Braiin will record the identified acquired tangible and intangible assets and liabilities at their fair value as of the closing date. In addition, the excess of the consideration transferred over the estimated fair values of the net assets acquired, if applicable, will be recorded as goodwill.

Acquisition costs related to the acquisition (i.e., advisory, legal, valuation, and other professional fees) are not included as a component of the consideration transferred but are accounted for as expenses in the periods in which the costs are incurred. The unaudited pro forma condensed financial information does not reflect any cost savings, operating synergies or revenue enhancements that Braiin may achieve as a result of the acquisitions or the costs to integrate our operations. All of this transaction costs related to the Acquisition have been recognized as expenses in statements of profit or loss, and additional pro forma adjustments were recognized related to additional transaction costs expected to be incurred by management.

The Management has estimated the preliminary purchase price because it has not yet completed an external valuation analysis of the fair market value of VIS Networks, Vega and Connect Simple assets to be acquired and liabilities to be assumed. As a result, management has estimated the allocation of the preliminary purchase price for these entities’ assets and liabilities. This preliminary purchase price allocation has been used to prepare the pro forma adjustments in the unaudited pro forma condensed combined balance sheets and income statements. The final purchase price allocation, fair value of the acquired assets and liabilities and any other studies and calculations deemed necessary have not yet been completed. The final purchase consideration and purchase price allocation could differ materially from the preliminary purchase price and purchase price allocation used to prepare the pro forma financial statement and related adjustments. Also affecting the determination of the final purchase price and its allocation are the results of changes to assets and liabilities and to the ultimate purchase consideration, caused by operations during the intervening period to the closing of the transaction.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of June 30, 2025 (US$ in thousands)